How to calculate the voting rights of limited liability companies

Legal analysis: A limited liability company is a joint venture company (also called a joint venture company), and its shareholders' interest distribution and risk sharing are determined by the amount of capital contribution (corresponding to interests and risks). This structure and inherent characteristics of limited liability companies determine that the principle of shareholder equality must be the basic guiding ideology in shareholder relations. The principle of equality of shareholders is embodied in the voting rights of shareholders, that is, the so-called "distribution of voting rights according to the proportion of capital contribution". That is to say, within a limited liability company, no shareholder can enjoy privileges, and the rights of shareholders can only come from the proportion of their capital contribution, which is commensurate with the scale of their capital contribution. At the same time, because the limited liability company is a joint venture company, it does not depend on the wishes of shareholders as individuals, but on the resolutions formed by all shareholders in the form of "majority decision". Therefore, the limited liability company certainly requires that the number of votes be determined according to the proportion of capital contribution, rather than "one person, one right" or "one person, one vote" according to the head.

Legal basis: People's Republic of China (PRC) Company Law.

Article 181 A company may survive by amending its articles of association under the circumstances specified in Item (1) of Article 180 of this Law. To amend the Articles of Association in accordance with the provisions of the preceding paragraph, a limited liability company must be approved by shareholders holding more than two thirds of the voting rights, and a joint stock limited company must be approved by shareholders attending the shareholders' meeting.

Article 178 When a limited liability company increases its registered capital, the contribution of the newly-increased capital subscribed by shareholders shall be implemented in accordance with the relevant provisions of this Law on the contribution of limited liability companies. When a joint stock limited company issues new shares to increase its registered capital, shareholders shall subscribe for new shares in accordance with the relevant provisions of this Law on the establishment of a joint stock limited company and the payment of shares.

Article 7 of the Regulations on the Administration of Registration of Legal Representatives of Enterprise Legal Persons: If a limited liability company or a joint stock limited company needs a resolution from the shareholders' meeting, the shareholders' meeting or the board of directors, and the original legal representative is unable or fails to perform his duties, so that the shareholders' meeting, the shareholders' meeting or the board of directors cannot be convened according to legal procedures, more than half of the directors may elect a director, and the shareholders who contribute the most or hold the most voting rights in the shares or their designated representatives shall convene and preside over the meeting, and make a resolution according to law.